English course

10/10

2 main bodies of law

- Common Law
- Civil law

Jurisdiction = country

Common law is used by Anglophone countries.

Exceptions: Canada, Scotland, Louisiana …
-Originated in England
- costumes, usage and court decisions

Civil law is used mostly by European countries

- Originated Roman law
¶ Legislation (court based decision on codes and statues)

Asian, middle eastern countries use other bodies of law (they use a mix of law):
Ex: Islamic law (sharia) – customary law
Mixed law: israel, india, china, iran , south Africa)

EC law- European community law

Law torts- is a major branch of Common law. “Tort” means “civil wrong” and covers all
cases of damage or injury, either through negligence or wistful – intentional-
misconduct although the same even may be covered by both branches (of somebody
crashes into someone’s else’s car, a civil wrong has occurred, but if the driver’s drunk
at the time, a criminal wrong has also occurred.) The law of torts excludes breaches of
contract, which are covered by contract law.

Abroad= overseas
Remedies- solution of problems

Normative principals prescribe the way something ought to (should) be rather than
the way it actually is.
If you’re bound by a particular law, you must act according to that law.

Precedents are previous court decisions, which are used as the basis for later
decisions.
Rulings means court decision
Statues are docs issued by sovereign states (independent jurisdictions). Each state in a
Federatiom (brasil+ usa) also has its own statues and codes.
Non sovereign bodies ( colonies + county+ city local governments) issue by laws (uk)
or (2)ordinaneces (usa)
3 Non governmental agencies, such as companies house the driver+ vehicle licensing
agency (DVLA) and the H.M prison service (in the U.K) have sets of regulations, which
have the force of law. Not all the countries have such agencies which be authorizes by
statutes to issue rules + regulations.

There is a type of law which is specific to de EU directives. These devices commit the
member state to meeting certain obligations in their own legislation (parliaments)-

Bills are proposed laws, which have not yet passed, they are known as acts of the
parliament (in the uk, Canada, NZ, Australia, etc), or acts of congress (in the USA)but
can be more generally described as statues.

National governments (madeira+ azores) local authorities; state governments (USA),

government agencies (foreign affairs ministry)
Super-national institutions (the E.U and the UN)

If statute is ambiguous it has only 1 possible interpretation so is not likely be

misunderstood/misinterpreted.
If the court gives effect to the intention of the legislative it enforces the legislature’s
intention. This use of effects linked to the phrase come into effect (to become valid).

Welfare = well-being

Homework
Speaking 1
8

12/10

Attendence: 10%
Participation: 20%
Speaking: 20%
Final test: 50 %

A- 90%- 100%
B- 75%- 89%
C- C- 60%- 74%

The commercial law provides the requirements to be considered a merchant.

This law STIPULATES THAT to be a merchant you have to be capable practice
commercial acts. This same law STATES THAT only the one’s who practice commercial
acts as an actual job are considered merchants. It also determinates that TO BE
CONSIDERED AS SUCH, a person has to practice commercial acts as an actual job.

Lastly this law STATES THAT not only singular individuals but also commercial societies
can be considered merchants if they fulfill these requirements .

Types of courts (all jurisdiction)

Law courts : decision may be over-turned /overruled by another court, on appeal.

Appeal court: court that hears appeals

High/supreme court (England+ wales): The court of unlimited civil jurisdiction

comprised 3 divisions:
1) Queen’s bench ( or king)
2) Chancery (equality cases)
3) Family division
a. Supreme court of justice (England and Wales)
b. Supreme criminal court(Scotland)
Small claims courts: local courts which claim for small sums (amounts) of money,
quickly and with legal representation

Crown courts: courts of criminal jurisdiction (England + wales) which deals with serious
offenses ans appeals, refered from a magistrate courts.

Magistrate’s courts: (England+ wales) a court presided overby a magistrate, which

deals with minor offences, and holds preliminary hearings for serious cases.

Moot court: simulated court procedings (e.g: law schools)

In the u.k magistrates are usually volunteer non lawyers (known as justices of the
peace” = jps) who preside over minor cases and who are advised on legal matter by a
court clerk. This is different from the magistrate in mainland Europe, where the term
his commonly used to refer to public prosecuters.

To hear a defendant
To argue a case
To review a casa
To handle a casa
To examine a legal problem
To find an accused guilty
To question an accused
To grill a person
To convict a person
To win/lose a case

Persons and docs in court

In a typical lawsuit (case) the most important persons are the plaintiff, who initiates
the case by filling a complaint against and the defendant who has to answer that
complaint.

However when the casa is a petition (request) for a court oder (an official
proclamation by a court) rather than a complaint the 2 parties are known as the
petitioner and the respondent, respectively. An important type of court order is an
injunction for a person to refrain from (stop) doing something or be obligated to (start)
doing something.
Note: In the uk (except Scotland) the plaintiff is known as claimant
The lawyer for both parties and in both types of case are known as advocates, a
general term for anyone who speaks on behalf of someone elese. The general name
for complaints answers, petitions and motions in pleadings, a term which covers all
docs filled by lawyers in a law suit. The legal claims made in these docs are called
“ causes of action”. More details about specific points in a pleading are given in briefs
or written submissions.

File

To place a paper in the official custody of the clerk of court to enter into
the files or records of a case.

Issue

1. The disputed point between parties in a lawsuit; 2. To send out

officially, as in a court issuing an order.

Persons in court
The normal plural of person is people, but the alternative plural is often used to
treat people as items or objects, rather than as individuals- in a lift (elevator) we
might see: Max 5 persons – where their individual identity is irrelevant. For this
reason, we refer to persons in court (ie: certain jobs) where people in court
might suggest the individuals who do these jobs in a particular court.
Docs in court
A claim is a demaind for money, property or enforcement (in the form of a
complaint/other pleading) but may be settled out of court.

An order is an official proclamation by the court and results from a pertition ( a

forma writtem request, which may initiate a court case) or a motion ( a more
general term for any formal request during a court case).

A ruling is a court decision on a vase (eg: to award damages) and results from
a complaint.

A proceeding is a court case.

A cause of action is an individual legal claim. A complain will tipically include

several causes of action.

An Action is a general name for a lawsuit, which involves one person suing
another

Questions

What did the client receive yesterday? The client received a writ yesterday – a
complain against her

What does the lawyer need before de can draft an answer? Facts, documents and
similar proof

Who might they get a affidavits from? From the potencial witnesses

What will they hope to achieve by filing motions? They hope to get the case dismiss

When will the trial take place? It isn’t sure if there will be a trial but if there is the datw
will be included in the notice

Legal latin
Inter alia = amoung(st) other things
e.g: for exemple
sic = misspelling
v/vs = versus

Latin borrowings has been a feature of legal English, but Latin became the language of
legal docs in England after 1066 (the Norman conquest/the battle of Hastings). It was
replaces by French circa 1275, which, in turn was replaced by English, in 1362 under
the Statute of pleading, French’s influence on legal English is far great than latin giving
us most of the vocabulary.

1066 French English

Latin

Other latin expressions

Statues quo: existing state of affairs
Ad nauseum : a topic/issue/matter discussed/analysed to a degree
Quid pro quo: tit for tat/ an eye for an eye
Alibi: agenda, census veto, alias, alumni
Bona fide: in good faith
Alter ego: other self
Vice versa
Person non grata: unwelcome perso
Carpe diem: seize the day
Alma mater: the school you studied before
Cum laude: with praise/distinction
Nota Bene – N.B: please note

Exercise 17 – Questions

Who is suing whom?

The plaintiff (property developer or a private individual) is suing LongCo ( a company)

What’s the complaint? The breach of the construction contract

What is the answer? LongCo may or may not be party to a written, oral or implied
contract; it is not party to the construction contract identified in the complaint.

Litigate – take legal action to settle a dispute in a court of law

Practice (noun) vs to pratise (verb)

Page 16 – homework

19/10

pro rata = purpose/proportionally

inter alia= among other things
et al = and others
per se = intrinsically/in itself/ by itself
viz= namely/ that is to say
quorum = minimum nº of persons required to validate a decision
ipso facto = by that very fact /act
ordinance without a I is military related
sic – incorrectly spelled – error of transcription
sui juris =of age/independent
ultra vires =to act beyond one´s legal power
pro-forma= as a matter of form
LLB= legume baccalacemus (the bachelor of laws)
Trainee = practising

Apprenticeship=placement + (uk)/internship (us)

A corporation lawyer (works with corporate law, either as counselwithin a company or

as an independent lawyer, advising + representing companies

A government lawyer (advises the government (e.g: on drafting legislation,

representing it in court etc.)
A public sector lawyer (is similar to a corportate lawyer, although he/she may
advise/represent government agencies (eg: patent office, hospital etc)

A trial lawyer A tax lawyer speacials who may be

A patent lawyer corporate/government/public sector lawyers

To disbar- to expel

Homework- CV pag 10 and answer the questions of the exercise 26

CV- résumé (us)

Counsel can be singular or plural which is why the lawyer shadowed a number of
counsel.

Exercise 27- a law boutique is a law firm which specializes in a small no of areas.

Real property refers to land, buildings, and installations, anything growing on that
land, mineral under rhe land, et. Together with the rights associated with these things.

1) He says that is firm is traditional, people are hard working, srious but friendly .
2) He says that the size sounds ideal- it’s not as small a firm as the one he worked
for in Cambridge but not too big either (unlike the EU commission). There are
21 employees in total
Law firm structured

A debtor owes money to a creditor; eg: most day to day commercial transactions
involve a delay between delivery of good and paying for them. The debtor-creditor
debt will deal with any financial disputes arising from such transactions.

Most law firms are partnerships, and are owned by the lawyers themselves. Within a
partnership, some partners may have more rights and responsibilities than other
partners, probably because they have invested more money. These partners are senior
partner.

Full partners share of the partnership’s financial successes or problems are their own
personal successes or problems) but their share is smaller than that of the senior
partners.
Salaried partners have limited liability, and are thus less exposed than full partners
although they are also likely to have less power within the partnership.

Exame date: 28 november

An associate is likely to be a relatively newly qualified lawyer who is a member of the

partnership but doesn’t yet have the full right of a partner.

A summer associate works in the firm during a summer holiday, typically before the
final year of law degree.

A paralegal is usually not a lawyer, but has some training in a law firm by dealing with
routine tasks.
The term “ clerk” sometime refers to a young lawyer who assists in court but here it
refers to a young lawyer who assists in court but here it refers to a person who
performs relatively simples tasks/works, such as filing and typing in an office.

Wage- is salary – temporary work- payed in the end of the day or end of the week
Ip – intellectual property
Infringement- someone breaks the rules
Tenant- inclino

A litigator is a lawyer who specializes in litigation (=lawsuits)

• Speaker 2 says she provides advocacy for her clients, which means that she
represents them in court and in similar adversarial situations.
• Copyrights infringement suits involve any alleged illegal use of copyrights
material.
• Domain-name disputes refer to multiple claims to certain internet addresses.
• Clearances of trademarks involve checking that planned trademarks aren’t
already owned by another party, and aren’t going to be result in litigation.
• An IP (intellectual property) firm deals with issues like copyright, patents and
trademarks.
A retainer agreement is a written agreement between a client and a lawyer setting out
the details of their (long-term) relationship.

A cartel is a group of organizations which work together to fix process in the industry
the control. In most countries, they’re illegal, as they exploit consummers and distort
free trade. The most famous (legal) cartel os OPEC, which tries to manipulate the
international price of oil.

Restritctive trade practices are any that interfere with the free market, usually by
conspiring with competitors to manipulate prices, some such practices are endorsed
by law (such as th EU’s Common Agriculture policy) but many are illegal.

Under a property lease agreement, a land lord rents all or part of a property to a
tenant.

A mortgage is a loan to buy property which uses the property as security. If the
property owner fails to keep up with regular mortgage repayments the lender has the
right to recover the money loaned by forcing the sale of the property. This is known as
a foreclosure.

Exercice 35
Brief- means in England and wales a paper given to a barrister when is instructed.

The 5 types of law firms

1) Solo practice
2) Global firm
3) Small law firm (boutique)
4) mid-size law firm
5) large law firm
6) large law firm

Page 17- homework

26/10

vicarious- acting or done for another

trespasss- illegal entry
Assault-physical aggression
Noun – substantivo
Shareholders- acionistas
Shares- ações
Perpetually (forever)
To cease – to stop
Issuance- emissão
AGMs – annual general mettings
Burdensome- something difficult to carry out or fulfil
To steam from (advir de)
Losses  profits/gains
Personnel=employees/ staff

HR- human resources (formerly knoun as the personnel dept)

Wound up = to foreclose
To preclude – to prevent from happening = to make impossible
Ledger- livro de contabilidade
Issuance- emission or attribution
To set for – to describe a detail
Legally binding = an obligation which can’t be broken/violated
To adhere= to respect/ comply with

31/10

Company formation
P3/ex 4
A DBA (doing business as) filing is a doc which states the name of a co. It must be filled
by all US sole proprietorships, apart from the person doing business under their own
names

A stock ledger is a record of each shareholder´s ownership

By-laws (USA) are a company (or partnerships) written rules for conduct (e.g:how
director are elected, who is responsible for what, etc.). They must be formally adopted
or amended. In the UK, they are known as “Articles of Association” and a “bylaws” is a
law issued by a local government (US ordiance).

A general partnership agreement is a contract between the partners in a general

partnership, outlining the rights and responsibilities of each.
IRS + State corporation election: In land revenue Service (US tax office). In the US am S
corporation is one with 75 or fewer shareholders which is taxed as if it were a
partnership. In order to become a S corporation, it’s necessary to hold an election of
all shareholders and file the details of this election with the irs and the appropriate
state.

Stock certificates (us) = Share certificates (UK)

Pag 5

Objects have mean the company’s objectives.

Breach of any legally binding agreement/declaration may result in a declaration may

result in a legal action.
Stipulations are the TS+CS (terms and conditions) in a n agreement.

If a bylaw is amended, It’s changed by adding an amendment, but is still essentially the
same by-law. If it’s altered, the changes are to the main body of the by-law and it
affectively becomes a new by-law.

An agent is a person authorized ( eg: by contract) to act for another (on behalf of
another).

The text refers to classes of shares.

There are 2 main kinds:
- preference shares (us: preferred shares)
- ordinary shares (us: common shares).
Preference shareholders are often entitled to a fixed dividend even when ordinary
shareholders are not. Ordinary shareholders are allowed to vote at general meetings,
while preference shareholders normally cannot.

Concept check

Page 5 (US articles of corporation extract

1) Thereto (l.3) = to that: - bylaws/amends

2) Thereof (l.5) =of that- a new bylaw
3) Such (l.5) = shareholders entitled to vote for election of directors
4) Such (l.6) = shareholder’s vote
5) Such (l.8) =director’s vote
6) Such (l.8) =entitled shareholders
7) Each (l.16) = shareholders

2/11

Forming a business in the UK

If a private co. is limited by shares, it’s share-holders aren’t personally liable for the
debts of the corporation. This is typical for most cos.
A co limited by guarantee id typically non profit organization, such as school or charity,
which requires corporate status. Such a co, has members who are guarantors instead
of share-holders and these members undertake to contribute to the assents of the co.
if it is wound up.

To accrue = to come into existence as a legally enforceable claim

Return – tax form
Turn over- profit made
Formula (sing) /formulae (plural)
To incut- to become subject to
Claw-back- to retrieve money already paid out (typically by taxation)

There by = as a result of that/by that means

Illusory- based in illusion/unreal
Over-rated – highly- assessed
Too
Appeasing – pacifying/placating
Overdue – behind schedule/not on time

A bill – law before it’s been passed and signed

An annual return is a form submitted to the relevant tax office, detailing expenses,
income, calculations of taxes etc.

When a co. is professionally audited, the accuracy of it’s accounts in verified by an

independent accountant (an auditor). This is an important requirement for any co.
whose owners (eg: shareholders) are not also its managers.
Claw-back provisions deal with the recovery of money, here from an insolvent co.
Sometimes money already paid to partners may be clawed back and restributed to
credits

The term “drawing of salary” comes from the verb to draw (=to take/be paid)a salary

Drawback – Disadvantage (benefit/advantage)/ com (oposite pro)

Hold a meeting-

Set aside- to reject/ to disconsider

Leeway – freedom
To ensue – to follow/ensuing =following/next
To second –guess= foresee/predcti
To prevail- win/be successful

Corporate governance – the ways in which rights and responsibility are share, typically
between the management and the share holders,

If someone files and action (or files suit) they deposit it with the clerk of the court as
the first step in a law suit. An action is a lawsuit in which one party sues another; a suit
( a law suir) is a more general term for a request for judicial action, and may include
court orders for action as well as money judgements.

In a proxy fight, an acquiring co attempts to persuade the shareholders of a target co.

to replace the present/current manage ment with new directors who are favourable to
the acquirer. This is a cheap way for an acquiring co to gain control of the co.
An appellate body is usually a court and has the power to hear cout appeals and
review court decisions-
To warrant here means to justify something or to provide adequate ground for
something.

Homework
Pag 12-14 exc 22-26
p.8 exercise 14

p.8 exercise 14

There are five types of company that may be set up in Portugal. The first two of these
are the most common.

Private limited liability companies (Sociedade por Quotas, LDA

Public limited companies (Sociedade Anónima SA Corporation
Limited co-partnership companies (Sociedade em Comandita, SC):
General partnership companies (Sociedade em Nome Collectivo, SNC
Companies with a single shareholder (EIRL)

An LDA, also know as “Sociedade por Quotas” is a private limited liability company.
This is the most common type of company structure in Portugal. It is a convenient form
of organization for small and/or closely held firms, due to its less complex
administrative and supervisory structure.

Private Limited Companies (Lda) are the most popular means for carrying on business
activities by local and foreign investors, most companies operating in Portugal are
Sociedade por Quotas or a Sociedade Limitada. The main feature is:

- There are no restrictions on the percentage of foreign ownership allowed in a

Portuguese company - therefore, it is possible to incorporate a company which
is totally owned by non-residents whether corporate or individual.
- A company can be formed by a single person who can be both the sole director
and the sole shareholder. If this is the case, the company needs to include the
word 'unipessoal' in its title.
- It is required to deposit share capital of the company in a bank account.

There are several legal requirements to establish a private limited liability company in
Portugal:
First of all, for private limited companies, the minimum share capital is €5000. A
Sociedade por Quotas - Lda is required to maintain a legal reserve, intended to protect
third parties and to cover any losses, so that a minimum of 5% of profits must added to
the reserve each year.
Second of all, a LDA needs at least two shareholders, regardless of their nationality or
residency.
A third important aspect is the fact that there is no the obligation to form a board of
directors for a Portuguese LDA. The management role can be fulfilled by a managing
director who is appointed by the shareholders and he can act on behalf of the
company and make decisions for the company’s interest. Yet a general meeting has to
be organized from time to time, since the director cannot make all decisions by
himself.
When in comes to verification: Despite the fact that auditing is not a requirement of a
Portuguese LDA it is recommended to have a supervisory board for the private limited
liability company in Portugal.

One more important requirement is related to the name of the company: The name of
a private limited liability company in Portugal must contain the word limitada or at
least the letters LDA. Foreign investors can appoint a legal representative through
power of attorney in order to deal with the company registration in Portugal.

Timewise: It normally takes 2 weeks to incorporate your company.

Structure wise: A company usually features :

 Directors - only one director is required, there is no restriction placed upon

nationality
 Shareholders -only one shareholder is required who may be an individual or
corporation

Members of a Sociedade por Quotas - Lda have quotas, rather than shares, and the
quotas are described in the Articles of Association. Quotas can be transferred only
by public deed. A Lda requires in general two members, however the incorporating
of private limited companies with a single quota holder is also permitted.

Finally, it is also necessary:

- A Public Deed that must be signed and sealed by public notary and to declare
the Start of Activity at the Direcção-Geral dos Impostos (Government tax office)
once the incorporation deed has been executed.

Despite all these requests, there is no requirement to appoint a local resident

director. Consequently LDAs are the most common formation in Portugal for
foreign investors.

Pag 14- exercise 27

7/11

1) To proscribe – to forbid, especially by law

The other verbs means to set out

The details of something
2) Elapsing- passing
The other verbs mean following
3) Discretion- choice
The other verbs mean "things one /you have to do
4) Prerequisite – required to do
The other verbs refer to event which happened earlier
5) Interpretation
The other verbs refer to freedom within certain limits
6) Permit – allow
The other verbs mean “to present

Exercise 5 – 19

Vocab
Hence- therefore
Duress – pressure
Assignment involves transferring the rights of the contract to another person
A counter offer is a response to an offer, offering new terms. As such, it´s rejection
of the original offer.
The conduct of the parties is the way they behave
EG:if a costumer goes to a hairdresser’s and has her hair cut, she can be said that
to have entered into a contract with the hairdresser to pay the advertised price for
that haircut, even though nothing was said/written.

An instrument is a written legal doc., such as a contract/a will.

There is a statue of frauds in most common-law jurisdiction stating which types of
contracts must be in writing. This includes not only property, but also marriage etc.

During times of war an enemy alien is a national of an enemy country

If you induce someone to do something you use your influence
To persuade them to do it.

Damages refers to the amount of money a plainfull may be awarded in a law suit

Liquidation damages are one of the many types of damages and are described in a
contrac.
Other types of damages include special damages (Eg: money to cover specific
costs, such as hospital fees, resulting from the defendant’s actions and general
damages (eg: compensations for intangible costs such as pain and suffering, or loss
of reputation.
Parol evidence is a rule that a contract is a complete doc and that, therefore, no
other docs that contradict it may be used as evidence in a lawsuit. The best way to
ensure this is to include an entire agreement clause ( or merger clause)
f) ancillary – supporting
Contract clauses
Consolidated means brought together.
Severability means that someone can sever(cut) something, ie, if a contract doesn’t
necessarily entail a breach of the whole contract. The part that was breached can
be severed, or separated, from the rest of the contract. The remainder of the
contract can remain in force despite the breach of one clause.

Liability – responsibility
Credit standing – less official - different from a credit rating (standard + poors
Moody’s)
Impaired- damage
Hereunder – as a provided for under terms of this doc/agreement
To default- to fail to fulfil an obligation
Hereof- of this doc
Covenant-promise/commitment – legally binding agreement
Here to- to this matter/doc
To supersede- to replace
Respecting- regarding/with respect to
To deem- to consider

A person/company’s credit standing is their reputation for paying off debts and be
calculated by analysing their history of paying on time.
An Act of God is the legal term for natural disasters (eg floods, earthquakes, etc)).
If you default or a loan, you fail to make payment.
A schedule is an appendix to a document such/on time as a table of financial data
or a list of names/addresses. It will be typed in the same style as the contract.
An exhibit is also attached to a legal document and is referred to in the document
and may be different in style, eg a contract might refer to a logo o an architect’s
plan, and both documents might be attached as exhibits.

Insurrection- rebellin(s)
Prior- previous
To remedy- to resolve(solve)
T abstain from – to not do something

Reading techniques
Skimming: to read for gist
(to get the general idea of what the text is about without reading word for word)
Scanning: to search for specific info. In a text (eg: a date, figure, etc.)

Exercise 10 – page 6

Clauses:
 1. According to this clause Shareholders agree, not to have, during a certain
period of time, in years, any controlling ownership interest in, or have any
interest as a director, principal officer, key employ, agent or consultant, any
firm, corporation, partnership, proprietorship, or other business that involves
any of the mentioned activities within a certain mile radius, settled by the
parties, of the business’s current location.

2. This clause regulates the confidently terms, establishing additional obligations

for the shareholder such as, not to refer prospective purchases or lessees of
the company with other businesses and, also, to keep confidential any private
legal information about the company, yet respecting the limits and demands
established by the law.

3. Here it says that a purchaser must immediately wire transfer the available
funds in such amount to a bank account designated by Shareholder which
mean that the purchaser is ought to deliver to the Shareholder, at the Closing,
a certain amount of money, settle by the parts in the agreement.

4. This part basically just says for how long the agreement must last, and when it
starts.

5. This clause deals with the possibility that for some reason any of the provisions
of the agreement can’t be completely or partially full filled, this provision stops
producing its effects. And says that if the provision doesn’t affect what the
parties stipulated as the essence of the agreement, this will continuing
producing its effects, but it may be needed some modification in order to
preserve his validity.

6. This is about what happens in the possibility of any litigation between the
parties. In such case, the shareholder must pay all the expenses associated with
the suit, including the ones regarding the purchaser.

Letter of advice
Mr. John Watson
Advocates and advices LLP
221B Baker Street
NW2 2LK

Dear Mr. Jim Moriarty

RE: Legal options and relevant information’s regarding LLP’s

I have done some research after receiving your call last Monday regarding your doubts
about LLP’s.
First, it is important to clarify what is a LLP. An LLP also known as a limited liability
partnership (LLP) is a partnership in which some or all partners (depending on the
jurisdiction) have limited liabilities. Therefore in this newer form of business partnership, all
of the owners have limited personal liability for the financial obligations of the business.

A LLP associates the perks of both the Company and Partnership into a single form of
organization:
- In this type of partnership one partner is not held responsible or accountable for the
misconduct or negligence of another collaborator.
- Here the partners embrace, a similar system of limited liability within the partnership
to the one adopted by the shareholders of a corporation, in order to guarantee each
individual's protection,
- Yet there is one important difference: unlike corporate shareholders, the partners
can manage the business directly.
- An LLP also limits the personal liability of a partner for the faults, lapses,
incompetence, or negligence of the LLP's personnel or other agents.

Therefore, LLPs have a separate legal entity, liable to the full amount of its resources, the
liability of the partners would be limited to their agreed contribution in the LLP.

Consequently, no partner would be held responsible for and independent or un-authorized

actions of other partners, thus allowing individual partners to be protected from joint liability
generated by another partner’s wrongful business decisions or misconduct.

These is probably one of the most common type of partnership nowadays.

Like any other type of company formation, a limited liability partnership has advantages as
well as potential disadvantages.

Some of the most relevant advantages are:

- An LLP is a separate legal entity: an LLP is established as a separate legal entity

from that of the general partners

- LLPs may own property and sue/be sued in a legal arena

- Liability protection: Limited liability protects the member’s personal assets from the
liabilities of the business. LLP’s are a separate legal entity to the members;

- Taxes advantages: the taxation of an LLP is simplified because the income

dividends that the partners receive are reported on the partners’ individual tax
returns, which means that individuals in a partnership are normally liable for filing
personal income taxes, self-employment taxes and estimated taxes for themselves,
according to the Internal Revenue Service.

- Flexibility: LLP’s usually admits a greater flexibility in the management of the

business, since the procedure of the partnership and distribution of profits is
determined by written agreement between the members.

- Corporate ownership: LLP’s can assign two companies as members of the LLP.

- Designate and non-designate members: LLP can be operated by the parties with
different levels of membership.
 - Protecting the partnership name: Registering the LLP at Companies House can
prevent another partnership or company form registering the same name.

- There is no date of termination is required in the Partnership Agreement, something

that is required in other types of organizational business structures that is not
appropriate for the long-term types of partnerships typically structured by LLPs.

Some of the most relevant disadvantages are:

- Extensive legal documentation and other legal paperwork required as a result of the
separate legal status granted to an LLP
- Termination of partnership due to withdrawal of one or more partners: Since
LLPs are only as resilient as the commitment of its partners it’s common the
dissolution of this type partnerships due to withdrawal of one or more partners -
An LLP must have at least two members. If one member chooses to leave the
partnership the LLP may have to be dissolved.

- The uncertainty of taxes advantages: in this type of partnerships income is

personal income and is taxed accordingly, consequently there may be tax
advantages in registering as a company, yet this will depend on the member’s
personal circumstances.

- profit cannot be retained in the same way as a company limited by shares. This
means all earned profit is effectively distributed with no flexibility to hold over
profit to a future tax year.

- LLPs organizational structure: LLPs have an organizational structure limited to

certain jobs such as lawyers, accountants, and architects.

- Public disclosure: Financial accounts must be submitted to Companies House

for the public record. The accounts may declare income of the members which
they may not wish to be made public.

At last to start the process, you need to fill in a Companies House Form LL01 to
apply by post.
The most important details you need, to fill in the form, are:
- A name
- A registered address (such as an office). Bear in mind that this will be
public
- Details of the members (minimum of 2, and may also be public to an
extent).

The process to set up an LLP usually takes 3-4 hours when done online, yet the
time can fluctuate depending on the number of applications being handled by
Companies House or by the time of day. So I would recommend for you to submit
the application, early in the day as possible, since it is likely to be completed faster.

If you would like to discuss any of the above with myself, don’t hesitate to get in
touch. I understand that you have to take a lot in consideration but I urge you to
follow the advice set out above. If you have any concerns in the meantime, please
get in touch.
Sincerely,

Elisa Aleixo

14/11

16-pag 9
13-25/26

25.

1. The main difference between a digital signature and an electronic signature

is that, the first one is reserved to cryptographic signature methods white the
last is mostly used to refer to others paperless signature methods.
2. The most important legal effect of the new e-signature law is to make
electronic contracts and signature as legally valid as paper contracts.
3. Business-to-business websites have welcomed this new law because the
electronic contracts gave solid legal support to this companies,
subsequently, consumers were now able to buy almost any goods or
services, from this companies, without placing pen to paper.
4. This new law allows the consumer to choose between paper or electronic
since it provides means for the consumer to opt out of using electronic
contracts.
5. According to the law, are to be regarded as legal signature the electronic
signatures qualify as such in a legal sense, no matter the form adopted
since the companies can choose which electronic signature methods will be
using.

26

Advantages
- This new law remove the uncertainty that previously accompanied e-
contracts
- This law made electronic contracts valid and e-signatures as valid as paper
contracts – this has benefited companies that conduct business online.
o Consumers were now able to buy almost any goods or services from
them without placing pen to paper- It has facilitated online trades.
- This law also ensured that electronic contracts and e-signatures were valid
in all states, no matter where the parties lived or the contract was executed.
-facilitates online trade/commerce

Disadvantages

- The law is considered, by some consumer groups, to inadequately protect

against online fraud:
o Since e- signatures technology is still envolving many types of e-
signatures offer little to any protection
 o Stolen electronic signatures have the potential do become as
widespread as credit-card scam and stolen passwords for e-
commerce.
- It is also clamed, by these, same groups that this laws may create
disadvantages and penalties to the consumers who prefer printed
agreement- Could be disadvantageous to the low-tech cinsumers
o Although the e-signature law doesn’t enforce consumers to accept
electronic documents from businesses, it poses a potential
disadvantage for low citizens by allowing businesses to collect
additional fees from those who opt out
- Could raise conflicts of law issues between state and federal law
- Could lead to difficulties in interpretation due to the lack of definition of the
e-signatures.

16/11

to waiver a right: to renounce/give up a right

tenements= land or a buiding; rent inherited
pur autre vie: for another’s life-
Fee tail: type of tenure in land with restrictions (heirs to be willed)
Remainderman- inheritor/heir

Garantor (giver)/guarantee (receiver)

Decendent –
Heir= “air”

6
1 whereas a freehold estate refers to an estate in which ownership is for an
inderterminated length of time, a leasehold is the term for the right to possession
and use of land for a fixed period of time.

2. While a fee simple is the expression for the absolute ownership of real property,
fee tail refers to an estate that may be inherited only by a limited class of heirs

3 A lease is an agreement by which a lessor gives the right of possession of real

property to a lessee for a specified term and specified consideration, whereas a
licence is only the right to use without having exclusive possession.

4. An easement is a right to make limited use of another’s real property while

usufruct profit from property belonging to someone else, provided that the property
itself isn’t harmed in any way.

23/11
to let=to rent
to keep in good repair = to maintain in good condition

1) Reasonable precautions might include the steps he (landlord) actually took /eg:
postponing the works, metting the tenant’s requirements, etc.) as well as additional
steps, such as placing a business additional signs outside the restaurant, so that it
didn’t appear closed. Possible precautions might entail/involve limiting the works to
morning (when the restaurant was closed) and removing that scaffolding and
sheeting before the restaurant opened everyday

3) The court should try to find a fair balance between the 2 provisions, by
taking them both into consideration.

Señor (Sr) in the Spanish version of MR

Power of Attorney is a doc. Authorizing one person to act, in legal matters (eg:
signing contracts) on behalf of another person.

A fidcal no. is a personal OD no issued by a tax office.

An agent commission is the % of the value of a sale which he/she receives in

payment